Our Committees - Chamberlin plc

Terms of reference for the Nominations Committee

1.1 The Committee has been established by resolution of the Board on 29 July 2005 and is known as the Nomination Committee.

2.1 The members of the Nominations Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of not less than three members. The members of the Nominations Committee shall be the non-executive directors of the Company (of whom one shall be the Chairman) and the Chief Executive.
2.2 A quorum shall be two non-executive director members present and voting on the matter for decision.
2.3 The Chief Executive shall act as the Secretary of the Committee.

3.1 Meetings shall be held not less than once per year and at such other times as the Committee deems appropriate.
3.2 The Chairman of the Committee or the Chairman of the Company may request a meeting if he considers that one is necessary.

4.1 The Committee is authorised by the Board to investigate any matter within its terms of reference.
4.2 The Committee is authorised by the Board to obtain outside professional advice when it considers this necessary.
4.3 The terms of reference may be amended from time to time as required, subject to approval by the Board.

5.1 The purpose of the Committee is to make recommendations to the Board on the appointment of new executive and non-executive directors and their subsequent reappointment.
5.2 This includes making recommendations on the composition of the Board generally and the balance as between executive and non-executive directors as well as preparing board succession plans.

6.1 The Committee shall be responsible for the appointment of directors of the Company.
- 6.2.1 to establish procedures for the selection and appointment of directors;
- 6.2.2 to make recommendations to the Board in relation to appointments and re-appointments and other matters regarding continuation of a director in office;
- 6.2.3 to review directors annually via performance evaluation
- 6.2.3 to review annually the composition of the Board and whether this is appropriate to control and direct the Group's activities effectively.
- 6.2.4 to make recommendations to the Board on the appointment of the senior independent director and on the membership of the audit and remuneration committees;
- 6.2.5 to make recommendations to the Board on succession planning for all members of the board.
- 6.2.6 to have regard to the Combined Code in relation to any recommendation for appointments or any other matter within its terms of reference.

7.1 A section of the annual report each year shall describe the work of the committee including the process used in relation to board appointments.
7.2 An explanation shall be given if neither open advertising nor external search consultancy has been used in the appointment of a non-executive director or a chairman.
7.3 The annual report shall also indicate the frequency of meetings and the attendance by members.

8.1 The Chairman of the Committee shall be available at the Annual General Meeting to answer questions on the Nominations Committee's practice .

9.1 Unless varied by these terms of reference, meetings and proceedings of the Committee will be governed by the Company's Articles of Association.
9.2 Except under exceptional circumstances, at least 48 hours' notice will be given of a meeting of the Committee, such notice to include the agenda and any supporting papers.
9.3 The Secretary of the Committee shall circulate the minutes of the meetings of the Committee to all committee members and, if the Chairman so decides, to all members of the Board.
9.4 The terms of reference of the committee shall be available on request during normal business hours and on the corporate web site.
9.5 The committee shall, at least once per year, review its own terms of reference and performance to ensure it is operating effectively and recommend to the Board for approval any changes it considers necessary.